GAP INC — Director's Dealing 2012

Feb 15, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GAP INC (GPS)
CIK: 0000039911
Period of Report: 2012-02-14

Reporting Person: SIMMONS SABRINA (EVP CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-14	Common Stock	M	25000	$11.77	Acquired	36344	Direct
2012-02-14	Common Stock	S	25000	$22	Disposed	11344	Direct
2012-02-14	Common Stock	M	30000	$17.84	Acquired	41344	Direct
2012-02-14	Common Stock	S	30000	$22	Disposed	11344	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-14	Non-Qualified Stock Option (Right to buy)	$11.77	M	25000	Disposed	2019-03-16	Common Stock (25000)	Direct
2012-02-14	Non-Qualified Stock Option (Right to buy)	$17.84	M	30000	Disposed	2016-03-13	Common Stock (30000)	Direct

Footnotes

F1: The exercises and sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 21, 2011.

F2: The options under this grant become exercisable in four equal annual installments beginning one year from date of grant. Date of grant is 10 years prior to expiration date.

F3: This option was fully vested and exercisable.